Ingersoll Rand Inc.
For the period ended Mar 31, 2026. Filed Apr 29, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-31.
0001628280-25-047838
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-29.
0001628280-26-028401
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 126 previous paragraphs and 109 current paragraphs.
72 unchanged; 30 reworded; 7 added; 21 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Amortization of intangible assets was $107.5 million for the three month period ended March 31, 2026, an increase of $16.2 million, compared to $91.3 million in the same three month period in 2025. The increase was primarily due to businesses acquired in 2025 and amortization related to certain tradenames that were determined to no longer have indefinite lives during the fourth quarter of 2025. Refer to Note 2 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further information regarding businesses acquired.
Current report
Segment Orders for the three month period ended March 31, 2026 were $1,557.9 million, an increase of $70.9 million, or 4.8%, compared to $1,487.0 million in the same three month period in 2025. The increase in Segment Orders was due to acquisitions of
Current report
$48.4 million or 3.3% and the favorable impact of foreign currencies of $60.6 million or 4.1%, partially offset by lower organic orders of $38.1 million or 2.6%.
Current report
Segment Revenues for the three month period ended March 31, 2026 were $1,444.5 million, an increase of $92.4 million, or 6.8%, compared to $1,352.1 million in the same three month period in 2025. The increase in Segment Revenues was due to acquisitions of $56.4 million or 4.2%, and the favorable impact of foreign currencies of $57.8 million or 4.3%, partially offset by lower organic revenues of $21.8 million or 1.6%. The percentage of Segment Revenues derived from aftermarket parts and service was 41.7% in the three month period ended March 31, 2026 compared to 42.5% in the same three month period in 2025.
Current report
Segment Adjusted EBITDA for the three month period ended March 31, 2026 was $385.5 million, a decrease of $3.6 million, or 0.9%, from $389.1 million in the same three month period in 2025. Segment Adjusted EBITDA Margin decreased 210 basis points to 26.7% from 28.8% in 2025. The decrease in Segment Adjusted EBITDA was primarily due to lower organic gross profit of $37.4 million or 9.6%, partially offset by favorable impact of foreign currencies of $13.6 million or 3.5%, acquisitions of $12.1 million or 3.1%, and lower selling and administrative costs of $8.2 million or 2.1%.
Current report
Segment Revenues for the three month period ended March 31, 2026 were $402.7 million, an increase of $38.0 million, or 10.4%, compared to $364.7 million in the same three month period in 2025. The increase in Segment Revenues was primarily due to higher organic revenues of $15.9 million or 4.4%, favorable impact of foreign currencies of $14.6 million or 4.0%, and acquisitions of $7.5 million or 2.1%. The percentage of Segment Revenues derived from aftermarket parts and service was 22.2% in the three month period ended March 31, 2026 compared to 21.5% in the same three month period in 2025.
Current report
Segment Adjusted EBITDA for the three month period ended March 31, 2026 was $121.9 million, an increase of $15.7 million, or 14.8%, from $106.2 million in the same three month period in 2025. Segment Adjusted EBITDA Margin increased 120 basis points to 30.3% from 29.1% in 2025. The increase in Segment Adjusted EBITDA was primarily due to higher organic gross profit of $9.2 million or 8.7%, favorable impact of foreign currencies of $4.9 million or 4.6%, and acquisitions of $2.0 million or 1.9%, partially offset by higher selling and administrative costs of $0.4 million or 0.4%.
Removed paragraphs (21)
Previous report
Revenues for the nine month period ended September 30, 2025 were $5,559.7 million, an increase of $223.3 million, or 4.2%, compared to $5,336.4 million for the same nine month period in 2024. The increase in revenues was primarily due to acquisitions of $344.2 million, higher pricing of $106.3 million, and favorable impact of foreign currencies of $30.1 million, partially offset by lower organic volumes of $257.3 million. The percentage of consolidated revenues derived from aftermarket parts and services was 36.9% in the nine month period ended September 30, 2025 compared to 36.4% in the same nine month period in 2024.
Previous report
Gross profit for the nine month period ended September 30, 2025 was $2,445.6 million, an increase of $91.0 million, or 3.9%, compared to $2,354.6 million for the same nine month period in 2024, and as a percentage of revenues was 44.0% for the nine month period ended September 30, 2025 and 44.1% for the same nine month period in 2024. The increase in gross profit is primarily due to acquisitions. The decrease in gross profit as a percentage of revenues is primarily due to unfavorable cost leverage on lower organic volumes and tariff related pricing targeted to offset tariff cost increases one for one, partially offset by cost measures.
Previous report
Selling and administrative expenses were $1,082.2 million for the nine month period ended September 30, 2025, an increase of $69.5 million, or 6.9%, compared to $1,012.7 million for the same nine month period in 2024. The increase in selling and administrative expenses was primarily due to acquisitions, partially offset by a decrease in incentive compensation. Selling and administrative expenses as a percentage of revenues increased to 19.5% for the nine month period ended September 30, 2025 from 19.0% in the same nine month period in 2024. The increase in selling and administrative expenses as a percentage of revenues is primarily due to lower organic volumes, partially offset by cost measures.
Previous report
Amortization of intangible assets was $94.9 million for the three month period ended September 30, 2025, a decrease of $0.1 million, compared to $95.0 million in the same three month period in 2024. The decrease was primarily due to certain intangible assets becoming fully amortized, offset by businesses acquired in 2024 and first nine months of 2025 discussed in Note 2 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.
Previous report
Amortization of intangible assets was $277.8 million for the nine month periods ended September 30, 2025 and 2024. Amortization of intangible assets in the 2025 period increased due to businesses acquired in 2024 and first nine months of 2025 discussed in Note 2 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, offset by certain intangible assets becoming fully amortized.
Previous report
Other operating expense, net was $65.4 million for the nine month period ended September 30, 2025, a decrease of $77.4 million, compared to $142.8 million in the same nine month period in 2024. The decrease was primarily due to the loss on asbestos sale of $58.8 million in the 2024 period that didn't recur in the 2025 period, lower acquisition and other transaction related expenses and non-cash charges of $28.5 million, partially offset by higher foreign currency transaction losses, net of $6.4 million and higher restructuring charges of $5.1 million. See Note 17 “Other Operating Expenses, net” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further discussion of the loss on asbestos sale.
Previous report
Interest expense was $189.0 million for the nine month period ended September 30, 2025, an increase of $37.6 million, compared to $151.4 million in the same nine month period in 2024. The increase was primarily due to an increase in long term debt primarily used to fund the ILC Dover acquisition and the interest rate derivative contracts discussed in Note 13 “Hedging Activities and Derivative Instruments” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate, including the impact of the active interest rate derivative contracts, was approximately 5.0% for the nine month period ended September 30, 2025 and 5.2% in the same period in 2024.
Previous report
Net income was $320.4 million for the nine month period ended September 30, 2025 compared to net income of $614.4 million in the same nine month period in 2024. The decrease in net income was primarily due to impairments of goodwill and other intangible assets and the impairment of an equity method investment in the second quarter of 2025.
Previous report
Adjusted EBITDA increased $27.9 million to $1,513.7 million for the nine month period ended September 30, 2025 compared to $1,485.8 million in the same nine month period in 2024. Adjusted EBITDA as a percentage of revenues decreased 60 basis points to 27.2% for the nine month period ended September 30, 2025 from 27.8% for the same nine month period in 2024. The increase in Adjusted EBITDA was primarily due to higher pricing of $106.3 million, acquisitions of $76.5 million, lower selling and administrative costs of $2.5 million, and the favorable impact of foreign currencies of $8.7 million, partially offset by lower organic sales volume of $114.6 million and unfavorable cost productivity and product mix of $51.1 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to unfavorable cost leverage on lower organic volumes, tariff related pricing targeted to offset tariff cost increases one for one, and the decretive impact of acquisitions.
Previous report
Adjusted Net Income increased $0.9 million to $345.6 million for the three month period ended September 30, 2025 compared to $344.7 million in the same three month period in 2024. The increase was primarily due to higher net income.
Previous report
Segment Orders for the three month period ended September 30, 2025 were $1,522.2 million, an increase of $101.6 million, or 7.2%, compared to $1,420.6 million in the same three month period in 2024. The increase in Segment Orders was due to acquisitions of $77.3 million or 5.4%, the favorable impact of foreign currencies of $20.8 million or 1.5%, and higher organic orders of $3.5 million or 0.3%.
Previous report
Segment Revenues for the three month period ended September 30, 2025 were $1,540.5 million, an increase of $73.3 million, or 5.0%, compared to $1,467.2 million in the same three month period in 2024. The increase in Segment Revenues was due to acquisitions of $81.6 million or 5.6%, higher pricing of $35.5 million or 2.4%, and the favorable impact of foreign currencies of $22.5 million or 1.5%, partially offset by lower organic volumes of $66.3 million or 4.5%. The percentage of Segment Revenues derived from aftermarket parts and service was 40.5% in the three month period ended September 30, 2025 compared to 41.0% in the same three month period in 2024.
Previous report
Segment Adjusted EBITDA for the three month period ended September 30, 2025 was $447.5 million, a decrease of $2.4 million, or 0.5%, from $449.9 million in the same three month period in 2024. Segment Adjusted EBITDA Margin decreased 170 basis points to 29.0% from 30.7% in 2024. The decrease in Segment Adjusted EBITDA was primarily due to lower organic sales volume of $29.2 million or 6.5%, unfavorable cost productivity and product mix of $19.7 million or 4.4%, and higher selling and administrative costs of $12.3 million or 2.7%, partially offset by higher pricing of $35.5 million or 7.9%, acquisitions of $17.0 million or 3.8%, and favorable impact of foreign currencies of $6.1 million or 1.4%.
Previous report
Segment Orders for the nine month period ended September 30, 2025 were $4,570.1 million, an increase of $285.7 million, or 6.7%, compared to $4,284.4 million in the same nine month period in 2024. The increase in Segment Orders was due to acquisitions of $203.9 million or 4.8%, higher organic orders of $65.5 million or 1.5%, and the favorable impact of foreign currencies of $16.3 million or 0.4%.
Previous report
Segment Revenues for the nine month period ended September 30, 2025 were $4,384.2 million, an increase of $77.1 million, or 1.8%, compared to $4,307.1 million in the same nine month period in 2024. The increase in Segment Revenues was due to acquisitions of $202.2 million or 4.7%, higher pricing of $77.0 million or 1.8%, and favorable impact of foreign currencies of $19.0 million or 0.4%, partially offset by lower organic volumes of $221.1 million or 5.1%. The percentage of Segment Revenues derived from aftermarket parts and service was 41.2% in the nine month period ended September 30, 2025 compared to 39.8% in the same nine month period in 2024.
Previous report
Segment Adjusted EBITDA for the nine month period ended September 30, 2025 was $1,263.8 million, a decrease of $33.4 million, or 2.6%, from $1,297.2 million in the same nine month period in 2024. Segment Adjusted EBITDA Margin decreased 130 basis points to 28.8% from 30.1% in 2024. The decrease in Segment Adjusted EBITDA was primarily due to lower organic sales volume of $97.4 million or 7.5%, unfavorable cost productivity and product mix of $38.1 million or 2.9%, and higher selling and administrative costs of $21.3 million or 1.6%, partially offset by higher pricing of $77.0 million or 5.9% and acquisitions of $40.3 million or 3.1%.
Previous report
Segment Revenues for the three month period ended September 30, 2025 were $414.5 million, an increase of $20.7 million, or 5.3%, compared to $393.8 million in the same three month period in 2024. The increase in Segment Revenues was primarily due to higher pricing of $13.9 million or 3.5%, favorable impact of foreign currencies of $7.5 million or 1.9%, and acquisitions of $6.7 million or 1.7%, partially offset by lower organic volumes of $7.4 million or 1.9%. The percentage of Segment Revenues derived from aftermarket parts and service was 20.7% in the three month period ended September 30, 2025 compared to 21.1% in the same three month period in 2024.
Previous report
Segment Adjusted EBITDA for the three month period ended September 30, 2025 was $127.6 million, an increase of $9.5 million, or 8.0%, from $118.1 million in the same three month period in 2024. Segment Adjusted EBITDA Margin increased 80 basis points to 30.8% from 30.0% in 2024. The increase in Segment Adjusted EBITDA was primarily due to higher pricing of $13.9 million or 11.8%, favorable impact of foreign currencies of $2.6 million or 2.2%, acquisitions of $2.3 million or 1.9%, and lower selling and administrative costs of $0.7 million or 0.6%, partially offset by unfavorable cost productivity and product mix of $6.5 million or 5.5%, and lower organic sales volume of $3.4 million or 2.9%.
Previous report
Segment Orders for the nine month period ended September 30, 2025 were $1,194.1 million, an increase of $173.0 million, or 16.9%, compared to $1,021.1 million in the same nine month period in 2024. The increase in Segment Orders was due to acquisitions of $141.8 million or 13.9%, higher organic orders of $20.6 million or 2.0%, and the favorable impact of foreign currencies of $10.6 million or 1.0%.
Previous report
Segment Revenues for the nine month period ended September 30, 2025 were $1,175.5 million, an increase of $146.2 million, or 14.2%, compared to $1,029.3 million in the same nine month period in 2024. The increase in Segment Revenues was due to acquisitions of $142.0 million or 13.8%, higher pricing of $29.3 million or 2.8%, and favorable impact of foreign currencies of $11.1 million or 1.1%, partially offset by lower organic sales volume of $36.2 million or 3.5%. The percentage of Segment Revenues derived from aftermarket parts and service was 21.1% in the nine month period ended September 30, 2025 compared to 22.2% in the same nine month period in 2024.
Previous report
Segment Adjusted EBITDA for the nine month period ended September 30, 2025 was $350.6 million, an increase of $38.6 million, or 12.4%, from $312.0 million in the same nine month period in 2024. Segment Adjusted EBITDA Margin decreased 50 basis points to 29.8% from 30.3% in 2024. The increase in Segment Adjusted EBITDA was primarily due to acquisitions of $36.2 million or 11.6%, higher pricing of $29.3 million or 9.4%, and favorable impact of foreign currencies of $3.5 million or 1.1%, and lower selling and administrative costs of $0.1 million or 0.0%, partially offset by lower organic sales volume of $17.2 million or 5.5%, unfavorable cost productivity and product mix of $13.3 million or 4.3%.
Reworded paragraphs (30)
Previous wording
Further contributing to economic uncertainty, the current U.S. presidential administration has signaled its intention to implement significant changes to U.S. trade policy, the size of the federal government and the enforcement of various regulations. These policy shifts could introduce additional market instability and reduce investor confidence. For example, the U.S. government recently announced tariffs on goods imported from various countries to the United States. Countries subject to such tariffs have imposed, or may in the future, impose reciprocal or retaliatory tariffs and other trade measures. We are actively monitoring the tariff developments and analyzing the potential impacts on our business, cost structure, supply chain and broader economic environment. We are identifying actions necessary to maintain competitiveness while we adapt to these new economic challenges. While these developments have not had a material impact on our financial condition or results of operations to date, due to their evolving nature, and the expected persistence of macroeconomic conditions and volatility in the near term, we cannot predict with certainty the ultimate impacts they may have on our business and results in the future, but those impacts could be material.
Current wording
Further contributing to economic uncertainty, the current U.S. presidential administration has signaled its intention to implement significant changes to U.S. trade policy, the size of the federal government and the enforcement of various regulations. These policy shifts could introduce additional market instability and reduce investor confidence. In 2025, the U.S. government announced tariffs on goods imported from various countries to the United States. Countries subject to such tariffs have imposed, or may in the future, impose reciprocal or retaliatory tariffs and other trade measures. We are actively monitoring the tariff developments and analyzing the potential impacts on our business, cost structure, supply chain and broader economic environment. We are identifying actions necessary to maintain competitiveness while we adapt to these new economic challenges. While these developments have not had a material impact on our financial condition or results of operations to date, due to their evolving nature, and the expected persistence of macroeconomic conditions and volatility in the near term, we cannot predict with certainty the ultimate impacts they may have on our business and results in the future, but those impacts could be material.
Previous wording
A significant portion of our revenues, approximately 55% for the nine month period ended September 30, 2025, was denominated in currencies other than the U.S. dollar. Because much of our manufacturing facilities and labor force costs are outside of the United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can therefore impact our results of operations and are quantified when significant to our discussion.
Current wording
A significant portion of our revenues, approximately 57% for the three month period ended March 31, 2026, was denominated in currencies other than the U.S. dollar. Because much of our manufacturing facilities and labor force costs are outside of the United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can therefore impact our results of operations and are quantified when significant to our discussion.
Previous wording
Consolidated results should be read in conjunction with the segment results section herein and Note 19 “Segment Reporting” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, which provides more detailed discussions concerning certain components of our Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated within the consolidated results. The following table presents selected Condensed Consolidated Results of Operations of our business for the three and nine month periods ended September 30, 2025 and 2024.
Current wording
Consolidated results should be read in conjunction with the segment results section herein and Note 19 “Segment Reporting” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, which provides more detailed discussions concerning certain components of our Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated within the consolidated results. The following table presents selected Condensed Consolidated Results of Operations of our business for the three month periods ended March 31, 2026 and 2025.
Previous wording
Revenues for the three month period ended September 30, 2025 were $1,955.0 million, an increase of $94.0 million, or 5.1%, compared to $1,861.0 million for the same three month period in 2024. The increase in revenues was primarily due to acquisitions of $88.3 million, higher pricing of $49.4 million, and favorable impact of foreign currencies of $30.0 million, partially offset by lower organic volumes of $73.7 million. The percentage of consolidated revenues derived from aftermarket parts and services was 36.3% in the three month period ended September 30, 2025 compared to 36.8% in the same three month period in 2024.
Current wording
Revenues for the three month period ended March 31, 2026 were $1,847.2 million, an increase of $130.4 million, or 7.6%, compared to $1,716.8 million for the same three month period in 2025. The increase in revenues was primarily due to favorable impact of foreign currencies of $72.4 million and acquisitions of $63.9 million, partially offset by lower organic revenues of $5.9 million. The percentage of consolidated revenues derived from aftermarket parts and services was 37.4% in the three month period ended March 31, 2026 compared to 38.1% in the same three month period in 2025.
Previous wording
Gross profit for the three month period ended September 30, 2025 was $855.2 million, an increase of $40.2 million, or 4.9%, compared to $815.0 million for the same three month period in 2024, and as a percentage of revenues was 43.7% for the three month period ended September 30, 2025 and 43.8% for the same three month period in 2024. The increase in gross profit is primarily due to acquisitions. The decrease in gross profit as a percentage of revenues is primarily due to unfavorable cost leverage on lower organic volumes and tariff related pricing targeted to offset tariff cost increases one for one, partially offset by cost measures.
Current wording
Gross profit for the three month period ended March 31, 2026 was $792.4 million, an increase of $26.9 million, or 3.5%, compared to $765.5 million for the same three month period in 2025, and as a percentage of revenues was 42.9% for the three month period ended March 31, 2026 and 44.6% for the same three month period in 2025. The increase in gross profit is primarily due to the favorable impact of foreign currencies and acquisitions. The decrease in gross profit as a percentage of revenues is primarily due to unfavorable cost leverage on lower organic revenues, unfavorable product mix, and tariff related pricing targeted to offset tariff cost increases one for one, partially offset by cost measures.
Previous wording
Selling and administrative expenses were $361.0 million for the three month period ended September 30, 2025, an increase of $26.7 million, or 8.0%, compared to $334.3 million for the same three month period in 2024. The increase in selling and administrative expenses was primarily due to acquisitions, partially offset by a decrease in incentive compensation. Selling and administrative expenses as a percentage of revenues increased to 18.5% for the three month period ended September 30, 2025 from 18.0% in the same three month period in 2024. The increase in selling and administrative expenses as a percentage of revenues is primarily due to lower organic volumes, partially offset by cost measures.
Current wording
Selling and administrative expenses were $370.7 million for the three month period ended March 31, 2026, an increase of $20.7 million, or 5.9%, compared to $350.0 million for the same three month period in 2025. The increase in selling and administrative expenses was primarily due to acquisitions. Selling and administrative expenses as a percentage of revenues decreased to 20.1% for the three month period ended March 31, 2026 from 20.4% in the same three month period in 2025. The decrease in selling and administrative expenses as a percentage of revenues is primarily due to cost measures, partially offset by lower organic revenues.
Previous wording
Other operating expense, net was $23.8 million for the three month period ended September 30, 2025, a decrease of $5.6 million, compared to $29.4 million in the same three month period in 2024. The decrease in expense was primarily due to lower acquisition and other transaction related expenses of $8.9 million and lower foreign currency transaction losses, net of $7.1 million, partially offset by higher restructuring charges of $10.2 million.
Current wording
Other operating expense, net was $24.5 million for the three month period ended March 31, 2026, an increase of $2.8 million, compared to $21.7 million in the same three month period in 2025. The increase in expense was primarily due to higher acquisition and other transaction related expenses of $3.8 million and higher restructuring charges of $3.4 million, partially offset by lower foreign currency transaction losses, net of $4.6 million.
Previous wording
Interest expense was $65.1 million for the three month period ended September 30, 2025, an increase of $1.3 million, compared to $63.8 million in the same three month period in 2024. The increase was primarily due to the interest rate derivative contracts discussed in Note 13 “Hedging Activities and Derivative Instruments” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate, including the impact of the active interest rate derivative contracts, was approximately 5.0% for the three month period ended September 30, 2025 and 5.3% in the same three month period in 2024.
Current wording
Interest expense was $63.8 million for the three month period ended March 31, 2026, an increase of $2.6 million, compared to $61.2 million in the same three month period in 2025. The increase was primarily due to gains from terminated cash flow hedges that were reclassified into earnings during the 2025 period. The weighted average interest rate, including the impact of the active interest rate derivative contracts, was approximately 4.9% for the three month period ended March 31, 2026 and 5.0% in the same three month period in 2025.
Previous wording
Other income, net was $9.0 million and $9.5 million in the three month periods ended September 30, 2025 and 2024, respectively. The decrease was primarily due to a decrease in interest income from holdings of cash and cash equivalents.
Current wording
Other income, net was $4.0 million and $11.8 million in the three month periods ended March 31, 2026 and 2025, respectively. The decrease was primarily due to a decrease in interest income from holdings of cash and cash equivalents.
Previous wording
The provision for income taxes was $73.6 million, resulting in a 23.0% effective income tax provision rate for the three month period ended September 30, 2025, compared to a provision for income taxes of $73.8 million, resulting in a 24.4% effective income tax provision rate in the same three month period in 2024. The decrease in the tax provision and the effective income tax provision rate for the three month period ended September 30, 2025 when compared to the same three month period of 2024 is primarily due to a decrease in the pretax book income in jurisdictions with higher effective tax rates combined with increased earnings in jurisdictions with lower tax rates.
Current wording
The provision for income taxes was $36.1 million, resulting in a 15.7% effective income tax provision rate for the three month period ended March 31, 2026, compared to a provision for income taxes of $58.5 million, resulting in a 23.1% effective income tax provision rate in the same three month period in 2025. The decrease in the tax provision and the effective income tax provision rate for the three month period ended March 31, 2026 when compared to the same three month period of 2025 is primarily due to a benefit of a windfall tax deduction.
Previous wording
Net income was $245.8 million for the three month period ended September 30, 2025 compared to net income of $223.4 million in the same three month period in 2024. The increase in net income was primarily due to higher gross profit, partially offset by higher selling and administrative expenses.
Current wording
Net income was $193.8 million for the three month period ended March 31, 2026 compared to net income of $188.4 million in the same three month period in 2025. The increase in net income was primarily due to higher gross profit, partially offset by higher selling and administrative expenses and higher amortization expense discussed above.
Previous wording
Adjusted EBITDA increased $11.9 million to $544.6 million for the three month period ended September 30, 2025 compared to $532.7 million in the same three month period in 2024. Adjusted EBITDA as a percentage of revenues decreased 70 basis points to 27.9% for the three month period ended September 30, 2025 from 28.6% for the same three month period in 2024. The increase in Adjusted EBITDA was primarily due to higher pricing of $49.4 million, acquisitions of $19.3 million, and the favorable impact of foreign currencies of $8.0 million, partially offset by lower organic sales volume of $32.6 million, unfavorable cost productivity and product mix of $25.4 million, and higher selling and administrative costs of $6.4 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to unfavorable cost leverage on lower organic volumes, tariff related pricing targeted to offset tariff cost increases one for one, and the decretive impact of acquisitions.
Current wording
Adjusted EBITDA increased $9.4 million to $469.1 million for the three month period ended March 31, 2026 compared to $459.7 million in the same three month period in 2025. Adjusted EBITDA as a percentage of revenues decreased 140 basis points to 25.4% for the three month period ended March 31, 2026 from 26.8% for the same three month period in 2025. The increase in Adjusted EBITDA was primarily due to the favorable impact of foreign currencies of $17.2 million, acquisitions of $14.1 million and lower selling and administrative costs of $6.2 million, partially offset by lower organic gross profit of $27.8 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to input cost inflation and product mix.
Previous wording
Adjusted Net Income decreased $41.7 million to $964.0 million for the nine month period ended September 30, 2025 compared to $1,005.7 million in the same nine month period in 2024. The decrease was primarily due to higher interest expense, higher income tax provision, as adjusted, and lower interest income on cash and cash equivalents.
Current wording
Adjusted Net Income increased $11.4 million to $304.6 million for the three month period ended March 31, 2026 compared to $293.2 million in the same three month period in 2025. The increase was primarily due to higher Adjusted EBITDA and lower income tax provision, as adjusted, partially offset by lower interest income on cash and cash equivalents and higher interest expense.
Previous wording
(a)Depreciation expense excludes $1.4 million and $1.1 million of depreciation of rental equipment for the three month periods ended September 30, 2025 and 2024, respectively, and excludes $3.8 million and $3.1 million for the nine month periods ended September 30, 2025 and 2024.
Current wording
(a)Depreciation expense excludes $1.1 million and $1.1 million of depreciation of rental equipment for the three month periods ended March 31, 2026 and 2025, respectively.
Previous wording
(b)Represents $92.3 million and $92.7 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $2.6 million and $2.3 million of amortization of non-acquisition related intangible assets, in each case for the three month periods ended September 30, 2025 and 2024, respectively.
Current wording
(b)Represents $105.2 million and $89.0 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $2.3 million and $2.3 million of amortization of non-acquisition related intangible assets, in each case for the three month periods ended March 31, 2026 and 2025, respectively.
Previous wording
(e)Represents non-recoverable costs associated with a cybersecurity event.
Current wording
(e)Represents expected non-recoverable costs associated with a cybersecurity event, net of insurance recoveries.
Previous wording
Segment Results for the Three and Nine Month Periods Ended September 30, 2025 and 2024
Current wording
Segment Results for the Three Month Periods Ended March 31, 2026 and 2025
Previous wording
Segment Orders for the three month period ended September 30, 2025 were $420.1 million, an increase of $42.0 million, or 11.1%, compared to $378.1 million in the same three month period in 2024. The increase in Segment Orders was due to higher organic orders of $27.6 million or 7.3%, acquisitions of $7.3 million or 1.9%, and the favorable impact of foreign currencies of $7.1 million or 1.9%.
Current wording
Segment Orders for the three month period ended March 31, 2026 were $420.1 million, an increase of $24.8 million, or 6.3%, compared to $395.3 million in the same three month period in 2025. The increase in Segment Orders was due to the favorable impact of foreign currencies of $15.3 million or 3.9%, acquisitions of $7.1 million or 1.8%, and higher organic orders of $2.4 million or 0.6%.
Previous wording
We can increase the borrowing availability under the Revolving Credit Facility by up to $1,000.0 million in the form of additional commitments so long as we do not exceed a specified leverage ratio. Our liquidity requirements are significant primarily due to debt service requirements. See Note 11 “Debt” to the consolidated financial statements in our 2024 Annual Report and Note 10 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.
Current wording
We can increase the borrowing availability under the Revolving Credit Facility by up to $1,000.0 million in the form of additional commitments on the terms set forth in the Revolving Credit Facility. Our liquidity requirements are significant primarily due to debt service requirements. See Note 11 “Debt” to the consolidated financial statements in our 2025 Annual Report and Note 10 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.
Previous wording
Our principal sources of liquidity have been existing cash and cash equivalents, cash generated from operations and borrowings under the Senior Notes. Our principal uses of cash will be to provide working capital, meet debt service requirements, fund capital expenditures, dividend payments, and finance strategic plans, including possible acquisitions. We may also seek to finance capital expenditures under capital leases or other debt arrangements that provide liquidity or favorable borrowing terms. We continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital requirements cannot be predicted. In the event that suitable businesses are available for acquisition upon acceptable terms, we may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings. As market conditions warrant, we may from time to time, seek to repay loans that we have borrowed, including the borrowings under the Senior Notes. Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability under the Revolving Credit Facility and Commercial Paper Program, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the next twelve months and foreseeable future. Our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility or Commercial Paper Program in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Our ability to do so depends on, among other factors, prevailing economic conditions, many of which are beyond our control. In addition, upon the occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may not be able to refinance any of our indebtedness, including the Senior Notes, on commercially reasonable terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms or at all.
Current wording
Our principal sources of liquidity have been existing cash and cash equivalents, cash generated from operations and borrowings under the Senior Notes. Our principal uses of cash will be to provide working capital, meet debt service requirements, fund capital expenditures, dividend payments, and finance strategic plans, including possible acquisitions. We may also seek to finance capital expenditures under capital leases or other debt arrangements that provide liquidity or favorable borrowing terms. We continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital requirements cannot be predicted. In the event that suitable businesses are available for acquisition upon acceptable terms, we may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings. As market conditions warrant, we may from time to time, seek to repay loans that we have borrowed, including the borrowings under the Senior Notes. Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability under the Revolving Credit Facility and Commercial Paper Program, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the foreseeable future. Our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility or Commercial Paper Program in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Our ability to do so depends on, among other factors, prevailing economic conditions, many of which are beyond our control. In addition, upon the occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may not be able to refinance any of our indebtedness, including the Senior Notes, on commercially reasonable terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms or at all.
Previous wording
We may from time to time repurchase shares of our common stock in the open market at prevailing market prices (including through Rule 10b5-1 plans), in privately negotiated transactions, a combination thereof or through other transactions. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of our stock, general market and economic conditions, our liquidity requirements, applicable legal requirement and other business considerations.
Current wording
We may from time to time repurchase shares of our common stock in the open market at prevailing market prices (including through Rule 10b5-1 plans), in privately negotiated transactions, a combination thereof or through other transactions. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of our stock, general market and economic conditions, our liquidity requirements, applicable legal requirements and other business considerations.
Previous wording
A substantial portion of our cash is in jurisdictions outside of the United States. We do not assert ASC 740-30 (formerly APB 23) indefinite reinvestment of our historical non-U.S. earnings or future non-U.S. earnings. The Company records a deferred foreign tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all non-U.S. earnings back to the United States. Our deferred income tax liability as of September 30, 2025 was $55.4 million which primarily consisted of withholding taxes.
Current wording
A substantial portion of our cash is in jurisdictions outside of the United States. We do not assert ASC 740-30 (formerly APB 23) indefinite reinvestment of our historical non-U.S. earnings or future non-U.S. earnings. The Company records a deferred foreign tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all non-U.S. earnings back to the United States. Our deferred income tax liability as of March 31, 2026 was $69.2 million which consists mainly of withholding taxes.
Previous wording
Net working capital decreased $106.9 million to $2,237.7 million as of September 30, 2025 from $2,344.6 million as of December 31, 2024. Operating working capital increased $317.8 million to $1,736.4 million as of September 30, 2025 from $1,418.6 million as of December 31, 2024. The increase in operating working capital is due to higher inventories, higher accounts receivable, lower accounts payable and higher contract assets, partially offset by higher contract liabilities.
Current wording
Net working capital increased $181.9 million to $2,363.6 million as of March 31, 2026 from $2,181.7 million as of December 31, 2025. Operating working capital increased $154.4 million to $1,762.9 million as of March 31, 2026 from $1,608.5 million as of December 31, 2025. The increase in operating working capital is due to lower accounts payable, higher inventories, and lower contract liabilities, partially offset by lower accounts receivable and lower contract assets.
Previous wording
The increase in accounts receivable was primarily due to the timing of revenues in the quarter and seasonal changes in collection timing. The increase in inventories was primarily due to additions to support channel access, foreign currency translation, and acquisitions. The increase in contract assets was primarily due to the timing of revenue recognition and billing on our overtime contracts. The decrease in accounts payable was primarily due to the timing of vendor cash disbursements. The increase in contract liabilities was primarily due to the timing of customer milestone payments for in-process engineered to order contracts.
Current wording
The decrease in accounts receivable was primarily due to the timing of revenues in the quarter and seasonal changes in collection timing. The increase in inventories was primarily due to additions to support channel access, foreign currency translation, and acquisitions. The decrease in contract assets was primarily due to the timing of revenue recognition and billing on our overtime contracts. The decrease in accounts payable was primarily due to the timing of vendor cash disbursements. The decrease in contract liabilities was primarily due to the timing of customer milestone payments for in-process engineered to order contracts.
Previous wording
The following table reflects the major categories of cash flows for the nine month periods ended September 30, 2025 and 2024, respectively.
Current wording
The following table reflects the major categories of cash flows for the three month periods ended March 31, 2026 and 2025, respectively.
Previous wording
Cash provided by operating activities decreased $13.8 million to $856.7 million for the nine month period ended September 30, 2025 from $870.5 million in the same nine month period in 2024. This decrease is primarily attributable to an increase in cash used in operating working capital in 2025, compared to 2024, an increase in interest payments for our Senior Notes, and an increase in pension contributions, partially offset by an increase in net income excluding non-cash adjustments, lower tax payments, and lower incentive compensation.
Current wording
Cash provided by operating activities decreased $56.7 million to $199.7 million for the three month period ended March 31, 2026 from $256.4 million in the same three month period in 2025. This decrease is primarily attributable to an increase in cash used in operating working capital in 2026, compared to 2025 and higher tax payments in 2026, compared to 2025, partially offset by an increase in net income excluding non-cash adjustments in 2026, compared to 2025.
Previous wording
Cash used in investing activities included capital expenditures of $98.1 million and $113.8 million for the nine month periods ended September 30, 2025 and 2024, respectively. Net cash paid in acquisitions was $459.8 million and $2,759.1 million in the nine month periods ended September 30, 2025 and 2024, respectively.
Current wording
Cash used in investing activities included capital expenditures of $36.3 million and $33.7 million for the three month periods ended March 31, 2026 and 2025, respectively. Net cash paid in acquisitions was $52.0 million and $163.4 million in the three month periods ended March 31, 2026 and 2025, respectively.
Previous wording
Cash used in financing activities of $726.6 million for the nine month period ended September 30, 2025 primarily reflected purchases of treasury stock of $703.3 million, cash dividends on common stock of $24.0 million, other financing outflows of $5.9 million, and payments of deferred and contingent acquisition consideration of $6.2 million, partially offset by proceeds from stock option exercises of $12.8 million.
Current wording
Cash used in financing activities of $83.8 million for the three month period ended March 31, 2026 primarily reflected purchases of treasury stock of $89.5 million, cash dividends on common stock of $7.8 million, payments of deferred and contingent acquisition consideration of $1.4 million, and other financing outflows of $1.0 million, partially offset by proceeds from stock option exercises of $15.9 million.
Previous wording
Cash provided by financing activities of $1,782.7 million for the nine month period ended September 30, 2024 primarily reflected proceeds from long-term debt of $3,296.9 million and proceeds from stock option exercises of $28.3 million, partially offset by repayments of long-term debt of $1,241.8 million, purchases of treasury stock of $198.2 million, payments of debt issuance costs of $32.3 million, payments of $19.9 million to settle certain cross-currency swaps, cash dividends on common stock of $24.2 million, and payments of deferred and contingent acquisition consideration of $22.6 million.
Current wording
Cash used in financing activities of $10.0 million for the three month period ended March 31, 2025 primarily reflected purchases of treasury stock of $10.0 million, cash dividends on common stock of $8.1 million, and payments of deferred and contingent acquisition consideration of $1.4 million, partially offset by proceeds from stock option exercises of $5.2 million and other financing outflows of $4.3 million.
Previous wording
Free cash flow increased $1.9 million to $758.6 million in the nine month period ended September 30, 2025 from $756.7 million in the same nine month period in 2024 due to lower capital expenditures.
Current wording
Free cash flow decreased $59.3 million to $163.4 million in the three month period ended March 31, 2026 from $222.7 million in the same three month period in 2025 due to lower cash provided by operating activities as discussed above.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Other income, net was $35.2 million and $40.8 million in the nine month periods ended September 30, 2025 and 2024, respectively. The decrease was primarily due to a decrease in interest income from holdings of cash and cash equivalents.
Previous report — wording carried elsewhere
The provision for income taxes was $153.1 million, resulting in a 25.5% effective income tax provision rate for the nine month period ended September 30, 2025, compared to a provision for income taxes of $174.3 million, resulting in a 21.6% effective income tax provision rate in the same nine month period in 2024. The decrease in the provision for income taxes and increase in the effective income tax provision rate for the nine month period ended September 30, 2025 when compared to the same nine month period of 2024 is primarily due to nondeductible impairment of goodwill, tradenames, and equity investment and a lower benefit from a windfall tax deduction in the 2025 period compared to the 2024 period.
Previous report — wording carried elsewhere
Represents $270.4 million and $271.3 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $7.4 million and $6.5 million of amortization of non-acquisition related intangible assets, in each case for the nine month periods ended September 30, 2025 and 2024, respectively.